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UNIVERSAL ELECTRONICS INC - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations
(Edgar Glimpses Via Acquire Media NewsEdge) The following discussion should be read in conjunction with the Consolidated
Financial Statements and the related notes that appear elsewhere in this
document.
Overview
We develop and manufacture a broad line of pre-programmed universal wireless
control products, and audio-video accessories that are marketed to enhance home
entertainment systems. Our customers operate in the consumer electronics market
and include OEMs, subscription broadcasters, international retailers, custom
installers, North American retailers, private labels, and companies in the
computing industry. We also sell integrated circuits, on which our software and
IR code database is embedded, to OEMs that manufacture wireless control devices,
cable converters or satellite receivers for resale in their products. We believe
that our universal remote control database contains device codes that are
capable of controlling virtually all IR controlled TVs, DVD players, cable
converters, CD players, audio components and satellite receivers, as well as
most other infrared remote controlled devices worldwide.
Beginning in 1986 and continuing today, we have compiled an extensive IR code
library that covers over 697,100 individual device functions and over 4,800
individual consumer electronic equipment brand names. Our library is regularly
updated with new IR codes used in newly introduced video and audio devices. All
such IR codes are captured from the original manufacturer's remote control
devices or manufacturer's specifications to ensure the accuracy and integrity of
the database. We have also developed patented technologies that provide the
capability to easily upgrade the memory of the wireless control device by adding
IR codes from the library that were not originally included.
We operate as one business segment. We have 24 international subsidiaries
located in Argentina, Cayman Islands, France, Germany, Hong Kong (6), India,
Italy, the Netherlands, Singapore, Spain, Brazil, British Virgin Islands (3),
People's Republic of China (4) and the United Kingdom.
To recap our results for the nine months ended September 30, 2012:
• Our net sales decreased 1.6% from $351.0 million for the nine months ended
September 30, 2011 to $345.3 million for the nine months ended
September 30, 2012.
• Our operating income during the first nine months of 2012 decreased 9.8%
to $18.3 million from $20.3 million during the first nine months of 2011.
Our operating margin percentage decreased from 5.9% in the first nine
months of 2011 to 5.2% in the first nine months of 2012. Our gross margin percentage improved from 27.6% during the nine months ended September, 30
2011 to 28.3% during the same period in 2012. This improvement was due
primarily to the fact that more units were produced internally versus by
third party manufacturers in 2012 compared to 2011. In addition, in the
third quarter of 2012 we received a lump sum payment in connection with entering into a long-term, confidential Settlement and License Agreement
with Logitech. This lump-sum payment was recognized as revenue in the
third quarter of 2012 (see Note 10 of the Notes to the Consolidated
Financial Statements). Operating expenses, as a percent of sales,
increased from 21.7% in the first nine months of 2011 to 23.1% in the
first nine months of 2012 primarily due to increased third party legal
fees.
Our strategic business objectives for 2012 include the following:
• continue to develop industry-leading technologies and products with
attractive gross margins in order to improve profitability;
• further penetrate the growing Asian and Latin American subscription
broadcasting markets;
• acquire new customers in historically strong regions;
• increase our share with existing customers;
• increase the utilization of Enson's factories by becoming less dependent
on third party contract manufacturers;
• place more operations, logistics, quality, program management,
engineering, sales, and marketing personnel in the Asia region; and
• continue to seek acquisitions or strategic partners that complement and
strengthen our existing business.
We intend for the following discussion of our financial condition and results of
operations to provide information that will assist in understanding our
consolidated financial statements, the changes in certain key items in those
financial statements from period to period, and the primary factors that
accounted for those changes, as well as how certain accounting principles,
policies and estimates affect our consolidated financial statements.
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Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires us to make estimates
and judgments that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, we evaluate our estimates and judgments,
including those related to revenue recognition, allowance for sales returns and
doubtful accounts, warranties, inventory valuation, business combination
purchase price allocations, our review for impairment of long-lived assets,
intangible assets and goodwill, income taxes and stock-based compensation
expense. Actual results may differ from these judgments and estimates, and they
may be adjusted as more information becomes available. Any adjustment may be
significant.
An accounting policy is deemed to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, if different estimates reasonably may have
been used, or if changes in the estimate that are reasonably likely to occur may
materially impact the financial statements. We do not believe that there have
been any significant changes during the three and nine months ended
September 30, 2012 to the items that we disclosed as our critical accounting
policies and estimates in Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained in our Annual Report on
Form 10-K for our fiscal year ended December 31, 2011.
Recent Accounting Pronouncements
See Note 1 contained in the "Notes to the Consolidated Financial Statements" for
a discussion of new and recently adopted accounting pronouncements.
Results of Operations
Our results of operations as a percentage of net sales for the three and nine
months ended September 30, 2012 and 2011 were as follows:
Three Months Ended September 30, Nine months Ended September 30,
2012 2011 2012 2011
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 70.8 72.3 71.7 72.4
Gross profit 29.2 27.7 28.3 27.6
Research and development expenses 2.8 2.3 3.0 2.6
Selling, general and
administrative expenses 18.7 17.7 20.1 19.1
Operating expenses 21.5 20.0 23.1 21.7
Operating income 7.7 7.7 5.2 5.9
Interest income (expense), net (0.0 ) (0.0 ) (0.0 ) (0.1 )
Other income (expense), net (0.1 ) (0.3 ) (0.1 ) (0.2 )
Income before provision for income
taxes 7.6 7.4 5.1 5.6
Provision for income taxes (2.1 ) (1.6 ) (1.2 ) (1.2 )
Net income 5.5 % 5.8 % 3.9 % 4.4 %
Three Months Ended September 30, 2012 versus Three Months Ended September 30,
2011:
Net sales by our Business and Consumer lines for the three months ended
September 30, 2012 and 2011 were the following:
2012 2011
$ (millions) % of total $ (millions) % of total
Net sales:
Business $ 111.9 89.6 % $ 111.3 90.1 %
Consumer 13.0 10.4 12.2 9.9 %
Total net sales $ 124.9 100.0 % $ 123.5 100.0 %
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Overview
Net sales for the third quarter of 2012 were $124.9 million, an increase of 1.1%
compared to $123.5 million for the third quarter of 2011. Net income for the
third quarter of 2012 was $6.9 million or $0.45 per diluted share compared to
$7.1 million or $0.47 per diluted share for the third quarter of 2011.
Consolidated
Net sales in our Business lines (subscription broadcasting, OEM, and computing
companies) were approximately 90% of net sales in the third quarter of 2012
compared to approximately 90% in the third quarter of 2011. Net sales in our
Business lines for the three months ended September 30, 2012 increased by
approximately 0.5% to $111.9 million from $111.3 million in the third quarter of
2011. The prolonged sluggish global economy has had an adverse effect on
television sales, which, in turn, directly affects our sales to consumer
electronics companies. Offsetting the decrease in sales to consumer electronics
companies is an increase in net sales within subscription broadcasting. Net
sales in subscription broadcasting have remained strong in North America and
have grown significantly, on a percentage basis, in Latin America, specifically
Brazil.
Net sales in our Consumer lines (One For All® retail, private label, custom
installers, and direct import) were approximately 10% of net sales for the third
quarter of 2012 compared to approximately 10% for the third quarter of 2011. Net
sales in our Consumer lines for the third quarter of 2012 increased by 7% to
$13.0 million from $12.2 million during the same period in 2011. International
retail sales increased from $11.1 million in the third quarter of 2011 to $11.8
million during the third quarter of 2012 due primarily to increased sales in
Latin America. In addition, North American retail sales increased from $0.9
million to $1.2 million.
Gross profit for the third quarter of 2012 was $36.4 million compared to $34.2
million for the third quarter of 2011. Gross profit as a percent of sales
increased to 29.2% during the third quarter of 2012 from 27.7 % during the third
quarter of 2011. This improvement is due primarily to the long-term,
confidential Settlement and License Agreement with Logitech which resulted in a
lump-sum payment that was recognized as revenue in the third quarter of 2012
(see Note 10 of the Notes to the Consolidated Financial Statements).
Research and development expenses increased 23.1% from $2.9 million during the
third quarter of 2011 to $3.5 million during the third quarter of 2012. The
increase is due to additional resources dedicated to general research &
development activities in an effort to continue to develop new products and
technologies.
Selling, general and administrative ("SG&A") expenses increased 7.0% from $21.9
million during the third quarter of 2011 to $23.4 million during the third
quarter of 2012. The weakening of the Euro and Brazilian Real compared to the
U.S. Dollar had a favorable effect of $1.0 million on SG&A expenses. Offsetting
the favorable currency effect was an increase in bonus expense as well as third
party legal expenses due to litigation related to protecting our intellectual
property.
Net interest expense was $24 thousand during the third quarter of 2012 compared
to $56 thousand during the third quarter of 2011.
Net other expense was $0.1 million during the third quarter of 2012 compared to
net other expense of $0.4 million during the third quarter of 2011, which was
driven by a lower amount of foreign currency losses.
Income tax expense was $2.6 million during the third quarter of 2012 compared to
$2.0 million during the third quarter of 2011. Our effective tax rate was 27.5%
for the third quarter of 2012 compared to 21.8% for the third quarter of 2011.
The increase in our effective tax rate is due to a shift of income from lower
tax rate jurisdictions to higher tax rate jurisdictions.
Nine months Ended September 30, 2012 versus Nine months Ended September 30,
2011:
Net sales by our Business and Consumer lines for the nine months ended
September 30, 2012 and 2011 were the following:
2012 2011
$ (millions) % of total $ (millions) % of total
Net sales:
Business $ 308.1 89.2 % $ 317.7 90.5 %
Consumer 37.2 10.8 33.3 9.5 %
Total net sales $ 345.3 100.0 % $ 351.0 100.0 %
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Overview
Net sales during the nine months ended September 30, 2012 were $345.3 million, a
decrease of 1.6% compared to $351.0 million during the nine months ended
September 30, 2011. Net income during the nine months ended September 30, 2012
was $13.6 million or $0.90 per diluted share compared to $15.0 million or $0.98
per diluted share for the nine months ended September 30, 2011.
Consolidated
Net sales in our Business lines (subscription broadcasting, OEM, and computing
companies) were approximately 89% of net sales during the nine months ended
September 30, 2012 compared to approximately 91% during the nine months ended
September 30, 2011. Net sales in our Business lines during the nine months ended
September 30, 2012 decreased by approximately 3% to $308.1 million from $317.7
million during the nine months ended September 30, 2011. The prolonged sluggish
global economy has had an adverse effect on television sales, which, in turn,
directly affects our sales to consumer electronics companies. Partially
offsetting the decrease in sales to consumer electronics companies is an
increase in net sales within subscription broadcasting. Net sales in
subscription broadcasting have remained strong in North America and have grown
significantly, on a percentage basis, in Latin America, specifically Brazil.
Net sales in our Consumer lines (One For All® retail, private label, custom
installers, and direct import) were approximately 11% of net sales during the
nine months ended September 30, 2012 compared to approximately 9% during the
nine months ended September 30, 2011. Net sales in our Consumer lines during the
nine months ended September 30, 2012 increased by 12% to $37.2 million from
$33.3 million during the same period in 2011. International retail sales
increased from $30.2 million during the nine months ended September 30, 2011 to
$33.6 million during the same period of time in 2012 due primarily to increased
sales in Latin America. In addition, North American retail sales increased $0.9
million, from $2.6 million to $3.5 million.
Gross profit during the nine months ended September 30, 2012 was $97.7 million
compared to $96.7 million during the nine months ended September 30, 2011. Gross
profit as a percent of sales increased to 28.3% during the nine months ended
September 30, 2012 from 27.6% during the nine months ended September 30, 2011.
This improvement is due primarily to the fact that more units were produced
internally versus by third party manufacturers in 2012 compared to 2011. The
nine months ended September 2012 was also positively affected by a licensing
agreement entered into with a certain customer in the gaming industry as well as
the long-term, confidential Settlement and License Agreement entered into with
Logitech. Compared to the third quarter of 2011, this favorability was partially
offset by pricing pressure from customers.
Research and development expenses increased 12.2% from $9.3 million during the
nine months ended September 30, 2011 to $10.4 million during the nine months
ended September 30, 2012. The increase is primarily due to additional labor
dedicated to general research & development activities in an effort to continue
to develop new products and technologies.
Selling, general and administrative ("SG&A") expenses increased 2.8% from $67.1
million during the nine months ended September 30, 2011 to $69.0 million during
the nine months ended September 30, 2012. Legal expenses increased by $1.3
million as a result of litigation costs related to protecting our intellectual
property. Employee bonus expense increased by $2.5 million. Partially offsetting
these increases was a $2.2 million favorable currency effect due to the Euro and
Brazilian Real weakening compared to the U.S. Dollar.
Net interest expense was $0.1 million during the nine months ended September 30,
2012 compared to $0.2 million during the nine months ended September 30, 2011.
Net other expense was $0.5 million during the nine months ended September 30,
2012 compared to net other expense of $0.8 million during the nine months ended
September 30, 2011, which was driven by a lower amount of foreign currency
losses.
Income tax expense was $4.1 million during the nine months ended September 30,
2012 compared to $4.3 million during the nine months ended September 30, 2011.
Our effective tax rate was 22.9% for the nine months ended September 30, 2012
compared to 22.2% the nine months ended September 30, 2011.
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Liquidity and Capital Resources
Sources and Uses of Cash:
Nine months ended Increase/(Decrease) Nine months ended
(In thousands) September 30, 2012 in cash September 30, 2011
Net cash provided by
operating activities $ 27,644 $ 15,842 $ 11,802
Net cash used for investing
activities (7,327 ) 3,627 (10,954 )
Net cash used for financing
activities (8,745 ) 15,564 (24,309 )
Effect of exchange rate
changes on cash 272 (940 ) 1,212
(In thousands) September 30, 2012 Increase December 31, 2011
Cash and cash equivalents $ 41,216 $ 11,844 $ 29,372
Working capital 109,763 25,002 84,761
Net cash provided by operating activities increased by $15.8 million from $11.8
million during the nine months ended September 30, 2011 to $27.6 million during
the nine months ended September 30, 2012. The improvement in cash provided by
operating activities is due primarily to a conscious effort to lower our
inventory levels in 2012 as evidenced by inventories decreasing by $15.8 million
for the nine months ended September 30, 2012 compared to an increase in
inventories of $22.2 million in the first nine months of 2011. Partially
offsetting this improvement is a decrease in accounts payable and accrued
expenses of $8.3 million for the nine months ended September 30, 2012 compared
to an increase of $2.5 million for the nine months ended September 30, 2011. In
addition, accounts receivable increased by $10.9 million for the nine months
ended September 30, 2012 compared to an increase of $2.8 million for the nine
months ended September 30, 2011 due to a higher percentage of our sales
occurring during the last two months of the quarter ending September 30, 2012.
Net cash used for investing activities decreased by $3.6 million from $11.0
million during the nine months ended September 30, 2011 to $7.3 million during
the nine months ended September 30, 2012. Cash outflows to purchase property,
plant and equipment were $10.1 million for the nine months ended September 30,
2011 compared to cash outflows of $6.5 million recorded during the nine months
ended September 30, 2012. The decrease in property, plant and equipment
purchases is due to the completion of the capacity expansion at the Yang Zhou
factory during 2011.
Net cash used for financing activities decreased by $15.6 million from cash
outflows of $24.3 million during the nine months ended September 30, 2011 to
cash outflows of $8.7 million during the nine months ended September 30, 2012.
The decrease in cash used for financing activities was driven in part by a
decrease in net debt payments as we reduced our debt balance by $16.6 million
during the first nine months of 2011 compared to a reduction of $9.6 million
during the first nine months of 2012. In addition, treasury stock repurchases
decreased by $8.9 million during the nine months ended September 30, 2012
compared to the same period in 2011.
During the nine months ended September 30, 2012, we repurchased 37,267 shares of
our common stock for $0.6 million compared to our repurchase of 441,071 shares
of our common stock for $9.5 million during the nine months ended September 30,
2011. We hold repurchased shares as treasury stock and they are available for
reissue. Presently, except for using a small number of these treasury shares to
compensate our outside board members, we have no plans to distribute these
shares. However, we may change these plans if necessary to fulfill our on-going
business objectives.
On February 11, 2010, our Board of Directors authorized management to continue
repurchasing up to 1,000,000 shares of our issued and outstanding common stock.
Repurchases may be made to manage dilution created by shares issued under our
stock incentive plans or whenever we deem a repurchase is a good use of our cash
and the price to be paid is at or below a threshold approved by our Board. As of
September 30, 2012, we have repurchased 967,357 shares of our common stock under
this authorization, leaving 32,643 shares available for repurchase.
On October 26, 2011, our Board of Directors authorized management to repurchase
an additional 1,000,000 shares of our issued and outstanding common stock. We
have not repurchased any shares under the Board authorization approved on
October 26, 2011 as of September 30, 2012.
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Contractual Obligations
On September 30, 2012, our contractual obligations were $92.3 million compared
to $63.4 million reported in our Annual Report on Form 10-K as of December 31,
2011. The following table summarizes our contractual obligations on
September 30, 2012 and the effect these obligations are expected to have on our
liquidity and cash flow in future periods.
Payments Due by Period
Less than 1-3 4-5 After
(In thousands) Total 1 year Years years 5 years
Contractual obligations:
Capital lease obligations $ 98 $ 20 $ 40 $ 38 $ -
Operating lease obligations 13,742 2,208 4,037 3,029 4,468
Purchase obligations(1) 78,448 7,048 31,875 39,525 -
Total contractual obligations $ 92,288 $ 9,276 $ 35,952 $ 42,592 $ 4,468
(1) Purchase obligations include contractual payments to purchase tooling assets
and inventory.
Liquidity
Historically, we have utilized cash provided from operations as our primary
source of liquidity, as internally generated cash flows have been sufficient to
support our business operations, capital expenditures and discretionary share
repurchases. We believe our current cash balances and anticipated cash flow to
be generated from operations will be sufficient to cover cash outlays expected
for at least the next twelve months; however, because our cash is located in
various jurisdictions throughout the world, we may need to borrow from our line
of credit until we are able to transfer cash among our various entities.
We are able to supplement this near-term liquidity, if necessary, with our
revolving credit line facility. Our liquidity is subject to various risks
including the risks discussed under "Item 3. Quantitative and Qualitative
Disclosures about Market Risk".
September 30, December 31,
(In thousands) 2012 2011
Cash and cash equivalents $ 41,216 $ 29,372
Total debt 6,800 16,400
Available borrowing resources 18,000 18,000
Our cash balances are held in numerous locations throughout the world. The
majority of our cash is held outside of the United States and may be repatriated
to the United States but, under current law, would be subject to United States
federal income taxes, less applicable foreign tax credits. Repatriation of some
foreign balances is restricted by local laws. We have not provided for the
United States federal tax liability on these amounts for financial statement
purposes as this cash is considered indefinitely reinvested outside of the
United States. Our intent is to meet our domestic liquidity needs through
ongoing cash flows, external borrowings, or both. We utilize a variety of tax
planning strategies in an effort to ensure that our worldwide cash is available
in the locations in which it is needed.
At September 30, 2012, we had approximately $7.7 million, $5.8 million, $21.9
million, $0.6 million and $5.2 million of cash and cash equivalents in the
United States, Europe, Asia, Cayman Islands, and South America, respectively. On
December 31, 2011, we had approximately $4.1 million, $7.6 million, $16.5
million, $0.1 million, and $1.1 million of cash and cash equivalents in the
United States, Europe, Asia, Cayman Islands and South America, respectively. We
attempt to mitigate our exposure to liquidity, credit and other relevant risks
by placing our cash and cash equivalents with financial institutions we believe
are high quality.
At September 30, 2012, we had an outstanding balance of $4.8 million under our
U.S. Bank National Association ("U.S. Bank") 1-year term loan facility and $2.0
million under our U.S. Bank revolving credit line.
On October 2, 2012, we entered into an Amended and Restated Credit Agreement
("Amended Credit Agreement") with U.S. Bank. Under the Amended Credit Agreement,
the existing secured revolving credit line ("Credit Line") was increased from
$20.0 million to $55.0 million and the expiration date was extended from
November 1, 2012 to November 1, 2014. The Amended Credit Agreement requires that
the Credit Line be used to pay off the remaining outstanding balance of the
existing term loan with U.S. Bank National Association. The Credit Line may be
used for working capital and other general corporate purposes including
acquisitions, share repurchases and capital expenditures.
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All obligations under the Credit Line are secured by substantially all of our
U.S. personal property and tangible and intangible assets as well as 65% of our
ownership interest in Enson Assets Limited, our wholly-owned subsidiary which
controls our manufacturing factories in the People's Republic of China.
Under the Amended Credit Agreement, we may elect to pay interest on the Credit
Line based on LIBOR plus an applicable margin (varying from 1.25% to 1.75%) or
base rate (based on the prime rate of U.S. Bank National Association or as
otherwise specified in the Amended Credit Agreement) plus an applicable margin
(varying from -0.25% to +0.25%). The applicable margins are calculated quarterly
and vary based on our leverage ratio as set forth in the Amended Credit
Agreement. There are no commitment fees or unused line fees under the Amended
Credit Agreement.
The Amended Credit Agreement includes financial covenants requiring a minimum
fixed charge coverage ratio, a maximum leverage ratio and minimum liquidity
levels. In addition, the Amended Credit Agreement also contains other customary
affirmative and negative covenants and events of default.
Off Balance Sheet Arrangements
We do not participate in any off balance sheet arrangements.
Factors That May Affect Financial Condition and Future Results
Forward Looking Statements
We caution that the following important factors, among others (including but not
limited to factors discussed in "Management's Discussion and Analysis of
Financial Condition and Results of Operations," as well as those discussed in
our 2011 Annual Report on Form 10-K, or in our other reports filed from time to
time with the Securities and Exchange Commission), may affect our actual results
and may contribute to or cause our actual consolidated results to differ
materially from those expressed in any of our forward-looking statements. The
factors included here are not exhaustive. Further, any forward-looking statement
speaks only as of the date on which such statement is made, and we undertake no
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which such statement is made or to reflect the
occurrence of unanticipated events. New factors emerge from time to time, and it
is not possible for management to predict all such factors, nor can we assess
the impact of each such factor on the business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements. Therefore,
forward-looking statements should not be relied upon as a prediction of actual
future results.
While we believe that the forward-looking statements made in this report are
based on reasonable assumptions, the actual outcome of such statements is
subject to a number of risks and uncertainties, including the failure of our
markets to continue growing and expanding in the manner we anticipated; the
failure of our customers to grow and expand as we anticipated; the effects of
natural or other events beyond our control, including the effects of political
unrest, war or terrorist activities may have on us or the economy; the economic
environment's effect on us or our customers; the growth of, acceptance of and
the demand for our products and technologies in various markets and geographical
regions, including cable, satellite, consumer electronics, retail, digital
media/technology, CEDIA, and interactive TV industries not materializing or
growing as we believed; our inability to add profitable complementary products
which are accepted by the marketplace; the need to repatriate our cash resulting
in higher than expected costs to use funds; our inability to attract and retain
quality workforce at adequate levels in all regions of the world, and
particularly Asia; our inability to continue to maintain our operating costs at
acceptable levels through our cost containment efforts; our inability to realize
tax benefits from various tax projects initiated from time to time; our
inability to continue selling our products or licensing our technologies at
higher or profitable margins; our inability to obtain orders or maintain our
order volume with new and existing customers; the possible dilutive effect our
stock incentive programs may have on our earnings per share and stock price; our
inability to continue to obtain adequate quantities of component parts or secure
adequate factory production capacity on a timely basis; and other factors listed
from time to time in our press releases and filings with the Securities and
Exchange Commission.
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